Bitdeer announced the pricing of a $400 million principal amount of 4.00% convertible senior notes due 2031, with an option for initial purchasers to buy an additional $60 million within 13 days. The notes will accrue interest at 4.00% per year, payable semi‑annually, and can be converted into cash or Class A ordinary shares at the company’s election. Net proceeds are expected to be approximately $388 million, or $446 million if the option is exercised fully.
In addition, the company priced a registered direct offering of 10,661,140 Class A ordinary shares at $13.94 per share, generating net proceeds of about $148 million. The offering is priced at the closing market price on November 12, 2025, and is expected to close on November 19, 2025.
The combined proceeds will be used to pay $35.4 million for capped call transactions, $267.9 million to repurchase $200 million of 2029 convertible notes, and the remaining funds will support datacenter expansion, ASIC manufacturing for the SEALMINER line, HPC/AI cloud development, and working capital. The financing reduces long‑term interest obligations, strengthens the balance sheet, and provides liquidity for a planned 1.8 GW power‑capacity expansion that underpins both Bitcoin‑mining and AI‑cloud operations.
Bitdeer’s Q3 2025 results provide context for the financing. Revenue rose to $169.7 million, up 173.6% from $62.0 million in Q3 2024, driven by higher self‑mining hash‑rate and a stronger Bitcoin price. Gross margin expanded to 24.1% from 4.5% in the prior year, reflecting a shift toward higher‑margin self‑mining and improved fleet efficiency. Net loss widened to $266.7 million from $50.1 million, largely due to one‑time restructuring charges and the cost of scaling new infrastructure.
Investors reacted negatively to the financing, citing concerns about share dilution from the direct offering and the increased debt load from the convertible notes. The pricing of the direct offering at the current market price, without a premium, amplified these concerns and led to a sharp decline in market sentiment.
Management emphasized that the financing is a strategic move to accelerate the rollout of the SEALMINER ASIC line, expand datacenters, and grow AI‑cloud services. The company highlighted its dual‑growth strategy, noting that the capital raised will support the 1.8 GW power‑capacity expansion and the development of high‑efficiency ASIC chips, positioning Bitdeer to capture market share in both Bitcoin mining and AI‑cloud markets. The financing also allows the company to retire higher‑interest debt, improving long‑term financial flexibility.
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